BAYSIDE LASSEN, LLC, A DELAWARE LIMITED LIABILITY VS. ASIAN, INC., A CALIFORNIA NONPROFIT PUBLIC BENEFIT ET AL

SF Superior Court - Real Property / Housing Dept 501 - CGC23610467 - July 30, 2025 Hearing date: July 30, 2025 Case number: CGC23610467 Case title: BAYSIDE LASSEN, LLC, A DELAWARE LIMITED LIABILITY VS. ASIAN, INC., A CALIFORNIA NONPROFIT PUBLIC BENEFIT ET AL Case Number: | | CGC23610467 | Case Title: | | BAYSIDE LASSEN, LLC, A DELAWARE LIMITED LIABILITY VS. ASIAN, INC., A CALIFORNIA NONPROFIT PUBLIC BENEFIT ET AL | Court Date: | | 2025-07-30 09:30 AM | Calendar Matter: | | MOTION FOR SUMMARY JUDGMENT Notice Of Motion And Motion For Summary Judgment Or, In The Alternative, Summary Adjudication; Memorandum Of Points And Authorities In Support | Rulings: | | Real Property/Housing Court Law and Motion calendar for July 30, 2025, line 5.

The Bayside and Lassen Parties' Motion for Summary Judgment or, in the Alternative Summary Adjudication is GRANTED. Moving party shifts the burden on all issues and Asian failed to raise a triable issue of fact.

It is undisputed that the conditions precedent to Asian's ROFR did not take place, which makes summary adjudication appropriate for Issue One, Issue Two, and part of Issue Three.

Further, a three-year statute of limitations applies because the undisputed facts show that Mr. Chan knew Bayside Lassen was named in the agreement, and that his misunderstanding was not the result of fraud or forgery. The statute of limitations did not begin running in 2023, when Asian attempted to exercise its ROFR, because the conditions precedent for Asian's ROFR did not occur and thus no injury occurred in 2023. This statute of limitations makes summary adjudication appropriate for Issue Four, Issue Five, Issue Six, Issue Seven, and part of Issue Three.

As to the remainder of Issue Three, Asian identifies seven possible issues of fact, none of which are triable. Bayside's Undisputed Material Facts 35-40 are undisputed and demonstrate that Mr. Chan knew Bayside Lassen was named in the agreement and that his misunderstanding was not the result of fraud or forgery. Additionally, Asian's claim that Mr. Chan was told there would be "no financial (or other) impact on Asian" comes from Additional Material Fact Q. This fact is only substantiated by an improper Request for Judicial Notice; the Court cannot accept the truths of declarations filed in other cases.

Moreover, Bayside cannot be held liable for a breach of fiduciary duty or for fraud by failing to make a representation about the redemption structure, the claimed injury of which goes to an invalid ROFR. Finally, as pled, causes of action 3 and 4 do not allege anything pertaining to representations to avoid transfer taxes, marketing the property, or diverting funds after Asian exercised its ROFR. =(501/GLW)

Parties may appear in-person, telephonically or via Zoom (Video - Webinar ID: 160 560 5023; Password: 172849; or Phone Dial in: (669) 254-5252; Webinar ID: 160 560 5023; Password: 172849). Parties who intend to appear at the hearing must give notice to opposing parties and the court promptly, but no later than 4:00 p.m. the court day before the hearing unless the tentative ruling has specified that a hearing is required. Notice of contesting a tent ative ruling shall be provided by sending an email to the court to Department501ContestTR@sftc.org with a copy to all other parties stating, without argument, the portion(s) of the tentative ruling that the party contests. A party may not argue at the hearing if the opposing party is not so notified and the opposing party does not appear. | |